Scot Wingo
About M. Scot Wingo
Independent director of Giftify, Inc. (GIFT); age 52; appointed to the Board on February 13, 2019 following the SkyAuction Merger. Recognized e-commerce and technology operator and board leader: co‑founder of ChannelAdvisor (NYSE), serving as chairman since 2001 and executive chairman since May 2015; earlier CEO through May 2015. Currently CEO and co‑founder of Get Spiffy, Inc. (since July 2016). Education: B.S. Computer Engineering (University of South Carolina) and M.S. Computer Engineering (North Carolina State University). Board skills matrix notes tenure of 4 years and independence under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ChannelAdvisor Corporation (NYSE) | Co‑founder; Chairman of the Board | Chairman since 2001 | Board leadership; capital markets and M&A experience cited as qualifications |
| ChannelAdvisor Corporation (NYSE) | Executive Chairman | Since May 2015 | Strategic oversight of e‑commerce platform |
| ChannelAdvisor Corporation (NYSE) | Chief Executive Officer | 2001–May 2015 | Built and scaled software business; public company operator |
| Get Spiffy, Inc. | Co‑founder; Chief Executive Officer | Since July 2016 | On‑demand services technology leadership |
| GoTo Auctions | General Manager | Not disclosed | Auction/commerce operations experience |
| AuctionRover.com (acquired by GoTo.com) | Co‑founder; Chief Executive Officer | Not disclosed | Startup scaling; exit to GoTo.com |
| Stingray Software (acquired by RogueWave) | Co‑founder; Chief Executive Officer | Not disclosed | Software founding and exit experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| ChannelAdvisor Corporation (NYSE) | Chairman; Executive Chairman | Chairman since 2001; Executive Chairman since May 2015 | Public company board service; e‑commerce thought leadership |
| Get Spiffy, Inc. | Chief Executive Officer | Since July 2016 | Private company operator in on‑demand car care |
Board Governance
- Independence: Wingo is an independent director under Nasdaq rules; independent directors exclusively staff the Audit, Compensation, and Nominating & Corporate Governance Committees.
- Executive sessions: Independent directors meet regularly without management; committee chairs rotate as presiding director.
| Committee | Membership | Chair | Key Oversight Responsibilities |
|---|---|---|---|
| Audit Committee | Paul K. Danner; Kevin Harrington; M. Scot Wingo | Paul K. Danner | Auditor selection and independence; audit scope/results; risk assessment; related‑party transaction review; pre‑approval of audit/non‑audit services; cybersecurity oversight |
| Compensation Committee | Paul K. Danner; Kevin Harrington; M. Scot Wingo | M. Scot Wingo | Executive pay approval; director pay recommendations; incentive/equity plan administration; compensation philosophy/policies |
| Nominating & Corporate Governance Committee | Paul K. Danner; M. Scot Wingo; Kevin Harrington | Kevin Harrington | Board/committee composition; director nominations and evaluation; corporate governance guidelines; succession planning |
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Conflict |
|---|---|---|---|
| ChannelAdvisor Corporation (NYSE) | Public | Chairman; Executive Chairman | Public company board service; no related‑party transactions reported at GIFT |
| Get Spiffy, Inc. | Private | Chief Executive Officer | Outside operating role; no related‑party transactions reported at GIFT |
- Compensation Committee interlocks: Company disclosed no interlocks involving its officers (no reciprocal compensation committee/board overlaps).
Expertise & Qualifications
- Technology/e‑commerce operator and board leader; frequent industry speaker; recognized by major media; awards include Ernst & Young Entrepreneur of the Year and Triangle Business Journal Businessperson of the Year.
- Finance/accounting familiarity and public company board experience reflected in Board skills matrix.
- Educational credentials in computer engineering (B.S., M.S.).
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| M. Scot Wingo | 360,000 | 1.2% | Footnote indicates owned shares; no options/RSUs disclosed for director in outstanding awards tables |
- Shares outstanding at record date: 30,517,953.
Governance Assessment
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Strengths:
- Independent director with deep e‑commerce and software operating experience; serves as Compensation Committee Chair, positioning him to drive pay‑for‑performance alignment.
- Audit Committee membership plus declared financial literacy enhances oversight of auditor independence, related‑party transactions, and risk—particularly cybersecurity.
- Regular executive sessions of independent directors help mitigate combined Chair/CEO structure.
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Alignment:
- Meaningful personal stake: 360,000 shares (1.2%), supporting shareholder alignment.
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Watch‑items / RED FLAGS:
- No formal related‑party transaction approval policy disclosed (company states none), even though the Audit Committee reviews related‑party transactions; lack of a formal policy is a governance weakness.
- Board leadership is combined Chair/CEO (Ketan Thakker), elevating the importance of empowered independent committee chairs and executive sessions.
- Director‑specific compensation (cash retainers, equity mix, committee chair fees, meeting fees) not disclosed in this proxy; limits transparency for pay‑for‑performance evaluation at the board level.
- Tenure shown as 4 years in the skills matrix despite appointment in 2019; disclosure inconsistency should be clarified.
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Other signals:
- Company reports no related‑party transactions since December 31, 2023 (covering directors and 5% holders), reducing near‑term conflict risk.
- Insider trading policy exists and Code of Ethics in place; indemnification and advancement provisions follow Delaware norms.